FIRST NIAGARA FINANCIAL GROUP, INC.
AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
This AGREEMENT, dated as of (the “Effective Date”), is between FIRST NIAGARA
FINANCIAL GROUP, INC., a Delaware corporation with its executive offices at 6950 South Transit Road, P.O.
Box 514, Lockport, NY 14095-0514 (the “Corporation”), and , (the “Executive”).
a. The Executive is presently employed as an executive officer of the Corporation.
b. The Board of Directors of the Corporation (the “Board”) considers it essential to the best interests of the
Corporation and its shareholders to foster the Corporation’s ability to retain key management personnel.
c. The Board recognizes that, as is generally the case with publicly held corporations, the possibility of a
Change in Control (as hereinafter defined) exists and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or distraction of management
personnel to the detriment of the Corporation and it shareholders.
d. The Board intends for this Agreement to provide protection to the Executive against the exigencies of a
Change in Control, but not to otherwise provide assurance of or rights to continued employment.
e. The Board believes it to be in the best interests of the Corporation and its shareholders that the
Corporation and the Board be able to rely upon the Executive to continue in the Executive’s position, an
that the Corporation be able to receive and rely upon the Executive’s advice as to the best interests of the
Corporation, without concern that the Executive might be distracted by the personal uncertainties and
risks created by the possibility of a Change in Control.
f. Should the possibility of a Change in Control arise, in addition to the Executive’s regular duties, th
Executive may be called upon to assist in the assessment of such possib